Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 28, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Consolidating Balance Sheet

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	7,352		$	236		$	1,740		$	—		$	9,328
Accounts receivable, net	—			122,733			154,750			1,100			—			278,583
Inventories	—			84,844			74,669			989			—			160,502
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			52,278			5,867			2,488			—			60,633
Assets of discontinued operations - current	—			—			77			—			—			77
Total current assets	—			304,145			238,844			6,317			(40,183		)	509,123
Investment in subsidiaries	(548,648		)	1,903,678			3,378			7,829			(1,366,237		)	—
Property, plant and equipment, net	—			127,246			164,916			644			—			292,806
Goodwill	—			25,540			155,548			5,491			—			186,579
Other intangible assets, net	—			9,627			151,288			1,039			—			161,954
Other assets, net	—			46,183			5,456			511			—			52,150
Total assets	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	4,001		$	—		$	—		$	7,001
Accounts payable	—			131,371			100,349			581			—			232,301
Accrued compensation and related liabilities	—			26,785			7,953			524			—			35,262
Other current liabilities	—			53,095			18,345			630			—			72,070
Liabilities of discontinued operations - current	—			—			147			—			—			147
Intercompany payable (receivable)	—			1,382,926			(1,390,735		)	7,809			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,597,177			(1,223,002		)	12,789			(40,183		)	346,781
Long-term debt	—			1,252,784			—			—			—			1,252,784
Other liabilities	—			115,106			38,754			(2,165		)	—			151,695
Shareholders’ (deficit) equity	(548,648		)	(548,648		)	1,903,678			11,207			(1,366,237		)	(548,648		)
Total liabilities and shareholders’ (deficit) equity	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	9,504		$	—		$	1,825		$	—		$	11,329
Accounts receivable, net	—			128,214			152,091			1,281			—			281,586
Inventories	—			89,830			71,722			13			—			161,565
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			46,050			6,813			2,490			—			55,353
Assets of discontinued operations - current	—			—			132			—			—			132
Total current assets	—			310,536			230,758			5,609			(36,938		)	509,965
Investment in subsidiaries	(496,980		)	1,865,003			5,385			6,725			(1,380,133		)	—
Property, plant and equipment, net	—			134,326			169,770			811			—			304,907
Goodwill	—			25,540			155,561			5,335			—			186,436
Other intangible assets, net	—			9,930			157,621			1,198			—			168,749
Other assets, net	—			37,952			5,175			487			—			43,614
Assets of discontinued operations - long-term	—			—			33			—			—			33
Total assets	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,600		$	2,574		$	—		$	—		$	9,174
Accounts payable	—			148,678			94,889			661			—			244,228
Accrued compensation and related liabilities	—			20,684			10,969			486			—			32,139
Other current liabilities	—			60,845			19,674			679			—			81,198
Liabilities of discontinued operations - current	—			1,372			641			—			—			2,013
Intercompany payable (receivable)	—			1,341,397			(1,349,273		)	7,876			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,579,576			(1,183,588		)	9,702			(36,938		)	368,752
Long-term debt	—			1,173,457			2,894			—			—			1,176,351
Other liabilities	—			127,234			39,994			(1,647		)	—			165,581
Shareholders’ (deficit) equity	(496,980		)	(496,980		)	1,865,003			12,110			(1,380,133		)	(496,980		)
Total liabilities and shareholders’ (deficit) equity	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704

Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	227,225		$	249,377		$	2,808		$	—		$	479,410
Cost of sales	—			194,081			203,786			1,569			—			399,436
Selling, general and administrative expenses	—			33,898			21,601			341			—			55,840
Amortization of intangible assets	—			185			3,131			133			—			3,449
Restructuring and other charges	—			6,517			821			—			—			7,338
Operating (loss) income	—			(7,456		)	20,038			765			—			13,347
Interest expense, net	—			26,519			147			—			—			26,666
Intercompany interest (income) expense	—			(216		)	216			—			—			—
Loss on early extinguishment of debt, net	—			26,480			—			—			—			26,480
Other expense (income), net	—			409			(219		)	22			—			212
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,648		)	19,894			743			—			(40,011		)
Income tax (benefit) expense	—			(597		)	(252		)	139			—			(710		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(60,051		)	20,146			604			—			(39,301		)
Equity in (loss) income of subsidiaries	(38,637		)	21,306			604			—			16,727			—
(Loss) income from continuing operations	(38,637		)	(38,745		)	20,750			604			16,727			(39,301		)
Income from discontinued operations, net of taxes	—			108			556			—			—			664
Net (loss) income	(38,637		)	(38,637		)	21,306			604			16,727			(38,637		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,125			645			(37		)	—			(1,733		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			682			(37		)	—			645
Comprehensive (loss) income	$	(37,512	)	$	(37,512	)	$	21,951		$	567		$	14,994		$	(37,512	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	468,692		$	494,554		$	6,283	$	—		$	969,529
Cost of sales	—			404,806			405,330			4,457		—			814,593
Selling, general and administrative expenses	—			67,506			43,151			677		—			111,334
Amortization of intangible assets	—			370			6,262			266		—			6,898
Restructuring and other charges	—			10,448			2,837			—		—			13,285
Operating (loss) income	—			(14,438		)	36,974			883		—			23,419
Interest expense, net	—			54,342			234			—		—			54,576
Intercompany interest (income) expense	—			(486		)	486			—		—			—
Loss on early extinguishment of debt, net	—			26,498			—			—		—			26,498
Other expense (income), net	—			226			(544		)	21		—			(297		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(95,018		)	36,798			862		—			(57,358		)
Income tax (benefit) expense	—			(988		)	(489		)	207		—			(1,270		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(94,030		)	37,287			655		—			(56,088		)
Equity in (loss) income of subsidiaries	(54,471		)	39,378			655			—		14,438			—
(Loss) income from continuing operations	(54,471		)	(54,652		)	37,942			655		14,438			(56,088		)
Income from discontinued operations, net of taxes	—			181			1,436			—		—			1,617
Net (loss) income	(54,471		)	(54,471		)	39,378			655		14,438			(54,471		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,693			733			582			—		(3,008		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			960			—			—		—			960
Currency translation adjustment	—			—			151			582		—			733
Comprehensive (loss) income	$	(52,778	)	$	(52,778	)	$	40,111		$	1,237	$	11,430		$	(52,778	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	160,726		$	242,563		$	3,251		$	—		$	406,540
Cost of sales	—			137,030			196,847			3,258			—			337,135
Selling, general and administrative expenses	—			26,661			20,471			201			—			47,333
Amortization of intangible assets	—			136			2,237			133			—			2,506
Restructuring and other charges	—			2,015			700			9			—			2,724
Operating (loss) income	—			(5,116		)	22,308			(350		)	—			16,842
Interest expense, net	—			28,134			105			(4		)	—			28,235
Intercompany interest (income) expense	—			(304		)	304			—			—			—
Loss on early extinguishment of debt, net	—			7,720			—			—			—			7,720
Other expense (income), net	—			509			(2,604		)	(196		)	—			(2,291		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(41,175		)	24,503			(150		)	—			(16,822		)
Income tax expense (benefit)	—			1,063			1,149			(38		)	—			2,174
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(42,238		)	23,354			(112		)	—			(18,996		)
Equity in (loss) income of subsidiaries	(18,883		)	22,123			(112		)	—			(3,128		)	—
(Loss) income from continuing operations	(18,883		)	(20,115		)	23,242			(112		)	(3,128		)	(18,996		)
Income (loss) from discontinued operations, net of taxes	—			1,232			(1,119		)	—			—			113
Net (loss) income	(18,883		)	(18,883		)	22,123			(112		)	(3,128		)	(18,883		)
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(2,329		)	(2,329		)	(2,033		)	—			6,691			—
Currency translation adjustment	—			—			(296		)	(2,033		)	—			(2,329		)
Comprehensive (loss) income	$	(21,212	)	$	(21,212	)	$	19,794		$	(2,145	)	$	3,563		$	(21,212	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	328,430		$	489,912		$	6,812		$	—		$	825,154
Cost of sales	—			281,183			401,544			6,310			—			689,037
Selling, general and administrative expenses	—			53,642			41,614			422			—			95,678
Amortization of intangible assets	—			273			4,475			265			—			5,013
Restructuring and other charges	—			4,849			2,044			13			—			6,906
Operating (loss) income	—			(11,517		)	40,235			(198		)	—			28,520
Interest expense, net	—			57,598			219			(7		)	—			57,810
Intercompany interest (income) expense	—			(654		)	654			—			—			—
Loss on early extinguishment of debt, net	—			7,847			—			—			—			7,847
Other expense (income), net	—			878			(2,699		)	(174		)	—			(1,995		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(77,186		)	42,061			(17		)	—			(35,142		)
Income tax expense	—			2,711			1,608			25			—			4,344
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(79,897		)	40,453			(42		)	—			(39,486		)
Equity in (loss) income of subsidiaries	(38,028		)	39,290			(42		)	—			(1,220		)	—
(Loss) income from continuing operations	(38,028		)	(40,607		)	40,411			(42		)	(1,220		)	(39,486		)
Income (loss) from discontinued operations, net of taxes	—			2,579			(1,121		)	—			—			1,458
Net (loss) income	(38,028		)	(38,028		)	39,290			(42		)	(1,220		)	(38,028		)
Other comprehensive (loss) income :
Other comprehensive (loss) income of subsidiaries	(3,108		)	(3,108		)	(1,919		)	—			8,135			—
Currency translation adjustment	—			—			(1,189		)	(1,919		)	—			(3,108		)
Comprehensive (loss) income	$	(41,136	)	$	(41,136	)	$	36,182		$	(1,961	)	$	6,915		$	(41,136	)

Schedule of Condensed Consolidating Statement of Cash Flows

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 28, 2014  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,672		$	(79,382	)	$	54,411		$	(2,128	)	$	—	$	(25,427	)
Net cash used in operating activities of discontinued operations	—			(730		)	(957		)	—			—		(1,687		)
Net cash provided by (used in) operating activities	1,672			(80,112		)	53,454			(2,128		)	—		(27,114		)
Cash flows from investing activities:
Capital expenditures	—			(8,424		)	(8,306		)	(47		)	—		(16,777		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			166			154			—			—		320
Net cash used in investing activities of continuing operations	—			(10,258		)	(8,152		)	(47		)	—		(18,457		)
Net cash provided by investing activities of discontinued operations	—			1,033			1,163			—			—		2,196
Net cash used in investing activities	—			(9,225		)	(6,989		)	(47		)	—		(16,261		)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	—			540,000			—			—			—		540,000
Proceeds from issuance of 8.500% junior secured priority notes due 2022	—			250,000			—			—			—		250,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(35,017		)	—			—			—		(35,017		)
Repayments of other long-term debt	—			(1,500		)	(1,467		)	—			—		(2,967		)
Purchase and retirement of common stock upon vesting of RSUs	(562		)	—			—			—			—		(562		)
Repayment of 15% Unsecured Term Loan due 2017	—			(10,000		)	—			—			—		(10,000		)
Repayment of Term Loan Facility due 2017	—			(329,100		)	—			—			—		(329,100		)
Repayment of 8.875% senior second lien notes due 2018	—			(400,000		)	—			—			—		(400,000		)
Borrowings under ABL Facility due 2017	—			287,900			—			—			—		287,900
Repayments under ABL Facility due 2017	—			(258,900		)	—			—			—		(258,900		)
Intercompany advances	(1,110		)	43,802			(44,766		)	2,074			—		—
Net cash (used in) provided by financing activities	(1,672		)	87,185			(46,233		)	2,074			—		41,354
Effect of exchange rate changes on cash and cash equivalents	—			—			4			16			—		20
Net (decrease) increase in cash and cash equivalents	—			(2,152		)	236			(85		)	—		(2,001		)
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	7,352		$	236		$	1,740		$	—	$	9,328

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 29, 2013  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,977		$	(56,895	)	$	61,867		$	(1,211	)	$	—	$	5,738
Net cash provided by operating activities of discontinued operations	—			2,486			1,122			—			—		3,608
Net cash provided by (used in) operating activities	1,977			(54,409		)	62,989			(1,211		)	—		9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)	—			—			—		(5,145		)
Capital expenditures	—			(8,900		)	(6,654		)	(61		)	—		(15,615		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from insurance claim	—			—			3,036			—			—		3,036
Proceeds from sale of property, plant and equipment	—			222			7,339			—			—		7,561
Net cash (used in) provided by investing activities of continuing operations	—			(15,473		)	3,721			(61		)	—		(11,813		)
Net cash used in investing activities of discontinued operations	—			(115		)	—			—			—		(115		)
Net cash (used in) provided by investing activities	—			(15,588		)	3,721			(61		)	—		(11,928		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(389,105		)	—			—			—		(389,105		)
Payment of financing-related costs and expenses and debt issuance discounts	—			(13,884		)	—			—			—		(13,884		)
Repayments of other long-term debt	—			—			(2,413		)	—			—		(2,413		)
Purchase and retirement of common stock upon vesting of RSUs	(363		)	—			—			—			—		(363		)
Repayments under Revolving Credit Facility, net	—			(18,000		)	—			—			—		(18,000		)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% Unsecured Term Loan due 2017	—			(15,000		)	—			—			—		(15,000		)
Proceeds from issuance of Term Loan Facility due 2017	—			360,000			—			—			—		360,000
Borrowings under ABL Facility due 2017	—			266,700			—			—			—		266,700
Repayments under ABL Facility due 2017	—			(163,900		)	—			—			—		(163,900		)
Intercompany advances	(1,614		)	65,307			(64,526		)	833			—		—
Net cash (used in) provided by financing activities	(1,977		)	74,270			(66,939		)	833			—		6,187
Effect of exchange rate changes on cash and cash equivalents	—			—			7			154			—		161
Net increase (decrease) in cash and cash equivalents	—			4,273			(222		)	(285		)	—		3,766
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	10,036		$	64		$	1,776		$	—	$	11,876